More than Five
by shadowrider97
Summary: The story with more than just the usual gang. It has my oc and another. I'm bad at summaries. T because it might have gore later
1. Chapter 1

A/N: I know I need to finish Clash of the Titans but I just had to write this! For those of you waiting for that, please be patient. I will get to it. Eventually.

Disclaimer: I'm only going to say this once so listen up, I don't in any way, shape, or form own Next Avengers or X-23.

Chapter 1: the story

"Can we hear it again, please?" Asked 5-year old James from his place on the top bunk, his red hair still wet from the shower and his sapphire blue eyes filled with wonder.

"More! Tell us the story more, please!" Begged the other 5-year old, Toruun, from her spot next to him. Her blonde hair was held partially in a ponytail beside her face by a red scrunchy and her sky blue eyes pleading.

On the bunk below 3-year olds Azari and Gwen leaned forward in excitement. His golden eyes glowed in contrast to his dark skin. Gwen was his opposite with her light brown hair, brown eyes, and pale skin. 4-year old Laura hung upside down from the top bunk, her long black hair almost touching the floor and her black eyes in line with her new younger siblings.

"Ok! But then it's off to bed!" Replied Tony, the man formerly called Iron Man, from his place with 9-month old Pym in his arms. "And there came a day, unlike any other, when earth's mightiest heroes were untied against a common threat. The Solider, the God, the Knight, the Spy, the Giant, the King, the Pixie, the Ghost, the Archer, the Beast, and the Spider. On that day, the Avengers were born! To fight foes that no single hero could withstand. Time traveling conquerors, alien invaders, and masters of evil. The Avengers vanquished them all! And finally, when the world was at peace, the heroes built lives of their own. The Solider and Spy fell in love, as did the Giant and Pixie. The King found his Queen, and the Beast, his Mate. The Spider spun his grand web, thunder thunder-God returned to his kingdom, far away from the world of men. And one by one, the children of the Avengers came to be. Children who would, one day, become a new generation of heroes. But in time, evil returned. An evil called Ultron. Ultron wanted nothing less than total dominion over the world, but the Avengers stood in its way and sadly, their defeat was inevitable. But before they fell, the Avengers hid their children in a far away place where they would grow up safe from Ultron's grasp. Because the Avengers knew that as long as the children were alive, there was hope. Hope for the future."

He whispered the last part to the unconscious forms of the children. James was sprawled out on his bunk with Toruun draped across him like a blanket. Laura had fallen to the floor, face first and still slept soundly, Azari and Gwen each clutching a leg like a teddy bear. Pym cuddled with his stuffed ladybug and he snored softly.

"Good night, my little Avengers."

end of chapter

A/N: it's a little shorter than my usual stuff but hey. Please R&R!


	2. Chapter 2

A/N: thanks to all of you who read! As for my mysterious guest, send me a little... Reporty thingy on your oc and I'll see what I can do!

Chapter 2: the report

5 years later

The kids were playing on the beach. James and Toruun were out surfing while the younger kids built sandcastles. The two were at the age where the acted like they could do things and knew secrets that the others weren't old enough to know yet. They often ran off together, whispering to each other to try and impress the others.

From another room, Tony watched them all through hidden cameras. Suddenly, a figure phased through the wall and into the room. He a green and yellow suit and had a orange face.

"Hello Vision," said Tony turning around. "What has happened?"

"The Americas have fallen," replied the android. "Ultron has created a headquarters in New York City that is now known as Ultra City. He has already attempted to invade Africa, however your dealings with the Wakandans had rapidly modernized their weapons technology. With their advanced technology, they managed to repulse the attack."

"We'll that's good, then! It means Ultron can be stopped!"

"On the contrary, I believe it has made our situation even more grim," replied the robot solemnly.

"Care to elaborate?" Asked the old man.

"During his attack, Ultron displayed something akin to haste. Now that he remembers that humans can be formidable opposites, even without superpowers, he will take time to plan his next move. And he has already done so. I managed to hack into Ultron's mainframe and learn his strategies. He intends to halt his strike for a year to improve and amass his drone forces. Then, he himself will continue the purge of the meta human gene, while his armies storm Europe. His true target, however, will be the Mediterranean. Once he takes that, he will launch a strike against South Africa. All eyes will be one the war in Europe, so no one will see it coming. His task force will simply pillage the countryside, causing enough damage to make it seem like the largest threat. Once their forces are pulled south, he will attack the north, taking the northern portion of Africa. By that point, the European war will be nearing its close. He will have taken it within the following year. He intends to crush Wakanda, as it was so instrumental in his defeat last time, he knows that it is one of the only powers that stand between him and conquest. Would you like to hear the statistics?" Asked Vision.

Tony only nodded.

"If Wakanda does not fall in the next 6-8 years, which is when he intends to move to phase three, 23.2-36.9% of Africa's total land area will be under Ultron's control. If it does, than it will be 52.1-100%. And that is only if it falls in the last eight months. If it falls before the final year, it will be 78.8% to total domination."

Tony paled. He seemed to be aging as the Vision spoke, slowly wallowing away to nothing. "You mentioned a 'phase three,'" he said quietly. "What's that?"

"In 6-8 years, Ultron has calculated that the meta human population will be decreased to less than 20% of the population, pre-Ultron. By then, most groups of meta humans will have either been destroyed, or have fled to safer locations. All of the ones left in the Americas will be individuals, and therefore it shall be a time consuming process to hunt them down. So doing so will become a lesser priority than world domination. Phase three is the point when the remaining human nations will come to the conclusion that defensive strategies will not prevail, and they will launch a preemptive strike on the drones in Africa. Once they gain momentum they will retake Europe. He intends to stop this by launching the invasion of Asia."

"But won't that spread his forces even thinner? It would make it easier for the individual continents to force them back!" exclaimed Tony.

"Yes, and Ultron has prepared for this. He will pull most of his forces out of Africa, leaving only a task force of roughly 1,000 drones. Then he will amass his armies and invade Asia. However, he will not sit by and do nothing."

Tony got even paler. "You mean...?" He asked in a breathlessly.

"Yes," replied the robot. "Now that the extermination of the meta gene is no longer a priority, he will personally lead the task force in their attack on Africa. If Ultron is not stopped before that point, it will mean the end of the war. He will, without a doubt, win."

"We need a miracle," said Tony with his face in his hands.

"If I may, isn't that one outside?" Asked Vision with a gesture to the screen.

"The kids?" Asked Tony incredulously. "But they won't be ready! Pym will only be 12 for God's sake! You expect them to take on Ultron!?"

"If you seek more experienced heroes, I may be of assistance. I had not finished my report."

"We'll then, go ahead."

"I believe that both Wolverine and Hawkeye are alive," he said.

Tony stared silently at him for a moment, processing his words. Finally, he leapt up. "WHAT!?"

"While accessing the mainframe, I came across various reports. There was no solid evidence, but I've come to this conclusion all the same. Firstly, there were reports of a new wild animal appearing in the Canadian wilderness. From the reports, I gleaned that it has three extremely strong claws, strong enough to cut down all five drones that had been sent to investigate, along with any since. If it was Logan, then he might have survived Ultron's initial strike due do his advanced healing abilities. I shall endeavor to make contact with him. Also, there were reports of a 'Hawkeye' gathering together a group of rebels and starting a small resistance movement within Ultra City, called the Scavengers. Again, there was no confirmation of his identity, but I believe it is Clint because this man has destroyed several drones with technologically enhanced arrows. This is no proof that it's him, but it is a very really possibility, due to the fact that there has been no confirmed missed shots, even under duress. Again, I will attempt to make contact."

"So they're still alive..." Said the old man breathlessly.

"Although it still will not be enough. We will need the children's' help," replied the robot.

The old man sighed. "I know. But I don't want to lose them. They're so much like their parents that it's scary. I almost called Toruun Thor, just the other day! After Jamesthis he's the best fighter, but Laura's a close third. That boy, though... I guess both versions of the super soldier serum are hereditary, because he got the best of both his parents! When I look at him, leading the rest of them, I feel like there is hope for us to stand in the real sun again, as Avengers."

The Vision just studied them silently, before eventually turning his gaze on Tony. "We shall see, my old friend. We shall see."

With that, he turned around and fazed through the wall.

A/N: please R&R! Until next time, when you through a shoe at a zombie, don't miss!


	3. Chapter 3

A/N: to my mysterious guest (who appears to be one of the only two actually reading this thing), I'll see about getting your OC in there. As for Rina, I've already read her comic. Laura is a real character, I just made her Wolverine's daughter instead of his clone. But thanks anyway! For my two readers, here we go!

chapter 3: the game

Another 7 years later

12-year old Pym raced through the forest, his tiny form visible by the green light he radiated. As he sped past the waterfall and through their little home, he failed to notice the pair of golden eyes peering through the gloom of a bush. It leapt through the trees in pursuit of the young boy.

As the miniature hero sped through a clearing, a sudden burst of lightning forced him to the ground. Before he could recover his wits, a pair of hands clasped him tightly.

They belonged to the 15-year old Azari. He wore a sleeveless black spandex uniform with elbow length gloves to show off the tattoos that covered his body. Across his waist was his collapsible Bo staff, which doubled as his belt.

He opened his hands to reveal a very unhappy Pym. "Tag, Pym!" He said smugly.

"No fair, Azari!" replied the younger boy as he grew in size. He now had a military buzz cut and a yellow metal plate suit over a full-body black jumpsuit. In the center of his chest was a small green circle and his legs had black paint criss-crossing with the yellow to look like a bee. "You didn't give me enough of a head start!"

"No fair?" Called a voice from above. They looked up to see 15-year old Gwen hanging upside down from the tree above. Her hair was shoulder length, hanging around her head as she stared at them. Her outfit was similar to Azari's, but it was shoulder less, and crimson red with black web designs. In the center of her chest was a black spider. (A/N: if you've seen the Ultimate Avengers movie, picture Wasp's outfit but with a Spider-Man theme). "Aren't you the one who called no powers and then shrunk and flew away?"

"Ya, well, I meant no powers for him!" Replied the boy, embarrassed.

"Of course," replied Azari. "Guess what Pym, you're it!" With that, he leapt into the trees.

"Cheating little punk," grumbled Gwen as she leapt after her sibling.

"Hey!" Called the boy after them. "Not so fast, and no powers!" He stared after them for a moment before shrinking down and flying away.

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Tony stared at them from the monitors. "Jocasta," he called, "adjust environmental controls in the hanger plus two therms, radar ray-7 needs realigning, and let's get lunch started, shall we?"

"Commands in progress," replied a feminine robotic voice.

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17-year old Toruun sat in front of her father's monument at the fountain. She still held part of her hair in a ponytail on the side of her face by a red scrunchy, while the rest of it flowed free along her back. Tony had built her light grey Asgardian modeled armor with golden boots. Her magical sword was plunged into the ground behind her.

"I dreamt of Asgard again, father," she said aloud. "The Bifrost bridge stretched out before me, and I could see the glow of the realm eternal. I know thee to be real, father. And I hope that one day soon you will come for your daughter."

Near the fountain, at the edge of the tree line, 16-year old Laura laid on a rock, snoring loudly. Her straight black hung over her shoulders and down her back. She wore a black hoodie with a dark grey tank top, jeans, and black combat boots. Her healing factor made an actual uniform rather unnecessary.

A miniature Pym raced over to her, hoping to catch her off her guard. As he approached, he found himself at the point of a metal claw. "Tag me at your own risk, Pipsqueak," she said without opening her eyes. No one was entirely sure why her bones were coated in adamantium, since she hadn't gone through the procedure like her dad had, but somehow it had become tied into her mutant gene, activating when she gained the rest of her powers.

Pym gave a little gulp before turning and heading over to Toruun. He grew in size and snuck up behind her, over to her sword. He then proceeded to try and lift said sword and failed miserably. However, his struggles did alert her to his presence.

"And father," she said loudly, "lastly I beseech thee, give me the power to smite Pym, once and for all!"

"WHAT!" He exclaimed fearfully. He turned, shrunk, and flew away as fast as possible. Toruun just stepped forward, gripped her sword, pulled it out of the ground in one hand, and threw it at the younger boy, who found his way blocked by a rock. He saw the approaching sword just in time to duck and avoid decapitation, the blade lodged in the rock just above him. He flew up and hid behind Azari and Gwen, who were sitting on top of said rock.

"That's not how tag works, Toruun," said the Wakandan. "You're supposed to run from Pym, not attack us!"

"And why didn't you do anything?!" asked Gwen to the mutant lying on the rock. The girl, unable to hide the pretense of sleep, sat up.

"Aw, don't get your panties in a twist, Webs!" She said the the pair on the rock. "You too Sparky. And why'd ya have to miss, Blondie? It was just gettin good!" She addressed the last part to Toruun.

"An Asgardian warrior never misses, mortal!" Replied Toruun as she made her way towards the rock.

"So you're not an Asgardian? Or do you people just not make good on your threats?" She replied. Toruun turned toward her, fire in her eyes. Laura merely grinned, unsheathed her claws, and whipped her hair out of her face.

"Break it up you two," called Gwen in exasperation. "Whenever you two fight, I have to clean up the blood!"

Toruun shot one last glare at Laura before turning back to Azari. "That's a human rule!" she said as she removed her sword from the rock. "An immortal Asgardian warrior runs from no one! You, Pym, Gwen, Laura, and James are about to taste my sword's wrath!" While Pym cowered a little more, Gwen and Azari looked utterly unimpressed. "Hey, I mean forsooth! Where's James?"

"At this time?" replied Laura. "I'd give ya three guesses, but your blonde so you'd probably need more." Everyone snickered except for Toruun who just scowled.

end of chapter

A/N: I don't have anything against blondes, but I wanted Toruun and Laura to have kind of a rivalry and so I had to add the little jokes in there. Please R&R!


	4. Chapter 4

Chapter 4: the alarm

Five figures stood inside the messy bungalow. They stared as the mess on the bed began to move, revealing a pair of tanned legs, clothed in brown pajama bottoms. Even though they were there almost daily, they were still shocked by the state of disarray the room was in, although Laura's wasn't much better.

"Does he get the sword, the claw, the the web, the spark, or the sting today?" Asked Toruun.

Pym and Laura glanced at each other mischievously and grinned. "It's his royal highnesses turn," they replied in unison.

"I hate you both," was all he said before moving forward. The rest of them only smiled smugly, each having been on the wrong side of what they knew was about to occur. His body glowed as electricity began to emit from his body. He brought his finger forward and when it was about an inch away a bolt of lightning jumped onto the sleeping form's foot.

With a shout of pain, and reflexes you could only get with the super soldier serum, James leapt up, turned on his shield, and slammed it into Azari. The other boy felt a stab of pain in his gut before his was launched through open air and into the mud outside.

The 17-year old James stepped out onto the balcony. He still wore his light brown pajama and his energy shield was active on the red glove on his left hand. It was egg shaped (A/N: I'm not sure what else to call it) with a circular projector on the front. He rubbed his head and opened his eyes to see who it was he had hit.

He turned off his shield when he saw Gwen helping Azari out of the mud. "If you dorks are all done bothering me, I'm going back to bed."

"Who are you calling a dork, Red?" growled Laura as she unsheathed the double claws on her hands.

James sighed. "That would be you, Laura."

She jumped forward slashing through the air. He simply stepped back and grabbed her wrist. He kicked out a leg to knock her feet out from under her and then threw her one-handed through the air and into the mud beside Azari. "Now can I sleep?" He asked lazily.

"But you're missing the game!" Cried Pym, completely ignoring Laura's outburst like it was daily occurrence, which it was.

"What is your problem, James!" Shouted Azari from below. "You've been sleeping all day, missing training, blowing off your chores, and generally being a real pain!"

"Who cares?" Replied the red head. "What am I gonna miss, laundry day? So what if we don't do the chores and train?" With that he back flipped off the edge of the balcony and landed behind the others, even though he hadn't practiced in days.

They all felt a pang of jealousy. His natural abilities, combined with his inherited physique had given his the physical skills that they others trained endlessly for naturally. Whereas the others constantly trained to maintain good physical condition, James was naturally athletic. Whoever had said that fitness was a lame power was totally wrong.

"For what?" he continued. "Seriously, nothing's ever gonna happen in this place! You can act like a king, Pym can play superhero, Laura can run around pretending to be wild, Gwen can run around climbing all the walls she wants, and Toruun can live in fantasy land, saying aye and verily till she's blue in the face! What's the point?"

"The point is, to not be such a jerk!" Shouted the Asgardian from the balcony. His attitude Herut her more than the others because they had been so close growing up. There had been a time when she thought that maybe...

"Oh right, there's no point for us cause our parents are dead," said the boy, breaking into her thoughts. " Your dad just abandoned you, so there's still hope."

That did it. She gripped her sword and launched down at him. He blocked it with his shield. They pressed against each other, trying to push the other one back. It was here that James's lack of practice finally began to show.

"Do you think Asgardians really say jerk?" Pym wondered aloud. They others only shrugged before turning back to the fighting pair.

"Your magic sword doesn't scare me, Toruun!" Said the boy.

"Then allow me to put the fear of it into thee!" She replied as thunder rumbled menacingly from somewhere.

"That's enough!" Commanded a voice.

Everyone froze before turning to see who had spoken. They looked at an old man with long white hair, a white beard, and blue eyes. He wore dark brown pants and a black shirt with red sleeves.

"Tony!" cried Azari. "I was about to tell them to break it up!"

"Ya, we wouldn't have let it get serious!" agreed Gwen.

"James, Toruun! Go to your bungalows and cool off!" Said Tony, ignoring the pair. As they walked away, Pym gave a little laugh while Laura smirked. "You and the others too, Pym."

"Awww!" Complained the boy before they all began to move out.

The old man watched them all begin to leave. "James, wait," he said to the boy as he walked away. "I know you feel trapped here with just the seven of us, but try not to take it out on your brothers and sisters. If you you want to be mad at someone, be mad at me."

I'll apologize to them. Later," he replied.

"Your father was never very good at doing nothing either," Tony continued. "You know you can always come talk to me, James."

But it's not the same, is it?" Said the boy quietly. "Like you say, you're not my dad." With that, he walked up the stairs.

Tony sighed before turning away sadly. In so many ways James and Steve were alike, but in many others they were different. He would have expected the boy to be throwing himself into training, unable to sleep. But here he was, doing the exact opposite. It was just another reminder of what he had lost.

Suddenly, an alarm began sounding. A horn blared while red lights flashed. Tony gasped before turning to James who had frozen and was looking back at him.

"James, go to your room!" He commanded.

"Tony?" said Toruun uncertainly as she and the others arrived.

"Hey Geezer, what's going on?" Asked Laura.

"What are these lights, and that noise?" Continued Pym.

"Everyone, inside James's bungalow until I give the all clear! Now!" Was the old man's only reply.

As one, they all ran inside the room, Tony sprinting down the beach the other way. James took one last moment to stare after him, trying to ignore the feeling that was the last real conversation they'd have for a while.


	5. Chapter 5

A/N: it occurred to me that I never clarified on this. Tony never told them that Logan and Clint may still be alive

Chapter 6: the Ghost

The six children waited inside of the bungalow.

Azari paced the room with impatience. That is, until he accidentally stepped in a piece of old gum that was on the floor. He lifted his shoe and stared at it in disgust. "Ugh, how do you live like this James? Haven't you ever heard of cleaning up?" He asked.

The older boy, who had a finger in his nose, just shrugged. He had managed to get changed, ignoring Laura's jokingly suductive growls. He now wore a black leather jacket and blue jeans. He had on a red glove on his right hand to match the one on his left, along with matching boots.

"Oh it's not THAT bad," said Laura lazily. "Stop overreacting, Sparky." She rummaged around in the junk before pulling out a pair of sodas. She tossed one to James before using a claw to cut open a hole in the other. They did a kind of toast before chugging them and tossing them to the floor again. Azari rolled his eyes.

"We should be out there with Tony, not hiding!" Shouted Toruun.

"It's not hiding," replied Gwen. "We're just being strategically removed from the action."

"Maybe this is a new training drill," suggested Pym. "Maybe," he gasped before clasping his hands over his mouth. He slowly removed them to continue in a whisper. "Maybe it's Ultron!"

"What?" Replied James. "That's ridiculous! It's not Ultron! It's probably something stupid, like a fire on the machine level, or that time Jocasta went nuts because of the water main leak. It's not Ultron."

"Don't be so hasty in thinking that," mumbled Gwen.

"Ya you're right," agreed Pym. "There's no way it's..." He trailed off as the others jumped up, weapons ready. Well, all of them except Gwen who just looked confused. He glanced behind him to see a strange green and yellow robot facing through the wall behind him.

"Hello children," was all it said before it collapsed onto the ground. The children lowered their weapons uncertainly.

Suddenly, the door opened to reveal Tony. He looked at the robot on the ground. "Vision!" He exclaimed before dropping to his knees.

The android's eyes reopened and it turned to face Tony. "My apologies, the drones in Ultra City have been upgraded. One was able to damage my immaterial form as I left."

"Were you followed?" Was all the man said.

"Negative," replied the robot. "Did I set off the alarm? Perhaps my electronic access keys were damaged. And how odd, this doesn't look like the control center!"

"Everything is going to be all right," said the old man. "Come on, let's get you to the workshop. Stay here!" He told the kids.

Pym blinked before yelling in fright. "Delayed reaction, much?" Muttered Gwen.

They all followed Tony out onto the balcony. "Tony...?" Asked James uncertainly.

Tony sighed. "Look, I know you all have questions. I promise I'll explain everything, but later. Right now I have to take care off my friend. Please stay in your rooms."

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Tony approached the fountain. Or, more specifically, the Iron Man monument, farthest to the right. He extended his hand to symbol on it, which began to glow. Suddenly, the circle in the center moved away to reveal a secret passage, which he began to descend.

From the trees, the children watched. "We're gonna follow him, right?" Asked Pym.

"Ya!" Replied James.

"Aye!" Agreed Toruun.

"What was your first clue, Pipsqueak?" Said Laura.

"Why not?" Asked Gwen reluctantly.

"No!" Said Azari, the lone voice of reason. "Tony said wait, so we'll wait. He'll explain everything. We need to respect his wishes." He finished by glowing menacingly, and letting electricity in circle his body.

Toruun and Laura glanced at each other mischievously. Toruun whipped out her sword and absorbed the lightning into it, while Laura leapt forward and brought a claw to the Wakandan's throat.

"Stand down, Sparky," she said. He only sighed miserably.

"Pym, you're the tech head," said James. "Open it up!" The youngest boy nodded.

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They all stared down into the darkness, wondering what awaited them.

"Did you guys know the fountain was a secret door, 'cause I didn't, and I'm WAY smarter than all of you!" Said Pym in excitement. They ignored him and walked downward into the void, Laura smacking his head as she passed.

"How could we have lived here all this time and not known about this?" Wondered Toruun aloud.

"For the same reason why were going down here in the first place," replied Gwen. "Tony didn't want to tell us."

"But why not?" Asked James. No one had an answer.

As they walked, a door ahead of them opened automatically.

"Come on!" Called Pym.

"Guys, we're gonna get in so much trouble!" Complained Azari.

"Oh wah, wah, wah!" Replied Laura and Pym in unison.

"I think I've been here before, when I was a kid," said James. The others stopped to look back at him as he continued. "I remember hanging onto this rail," he said as he gripped said rail. "I was falling on it. I remember being scared."

Pym laughed, not noticing that even Laura had gone silent at his words. "That sounds like you! Big old scaredy- ah!" He yelled as he ran into something. He turned around to see something he never thought he'd ever see.

Their parents.

First they saw Captain America, and then the others began to light up, one by one. They stared in amazement at them all, noticing for the first time that they were all robots.

"What is this?" Asked Azari breathlessly.

"These are our parents," replied James.

He's right!" Exclaimed Pym. "It's just like the story! That's my dad! Giant man! That's James's dad, the Solider, and his mom the Black Widow! There's Laura's dad, Wolverine! And that's Gwen's dad, the Spider! There's Toruun's dad! Or wait, maybe that's her mom? Look at all that hair!"

Toruun stepped forward, gripping her sword to scare him off.

"Who's that?" Asked Azari, walking up to the one next to Thor.

"The Archer, maybe?" Replied Toruun.

"No," said Laura sarcastically. "The giant bow in his hands means that he's the Ghost, duh!" They ignored her.

"But the Pixie is missing, and the Knight!" Exclaimed Toruun.

"Guy!" Yelled Pym excitedly. "Tony called that robot the Vision! The Vision is the Ghost!"

"You were wrong," Gwen muttered at Laura. She just scowled.

They all turned to look at James. He stood in front of his parents, staring at them intently. All his life he'd grown up hearing about how amazing Captain America was, but the boy had never met him. He was more attached to his father than any of the others, save Toruun.

"Why would Tony keep this from us?" Asked Toruun.

"Like I said earlier," replied Gwen. "For some reason or another, he didn't want us to know."

"We shouldn't be in here," said Azari."If Tony DID want us to know about these, he would tell us. Now we should keep going if we want to spy on him. FIND him, I mean."

"Gotten over your goodie two shoes-ness already, have you?" said Laura. "There may be hope for you yet, Sparky." With that, they began to walk away.


	6. Chapter 6

Chapter 6: finally

Toruun turned back and noticed that James had yet to move from his place in front of the robot Captain America. "James, come on!" She called to him. He didn't answer. "James..."

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The others emerged onto a catwalk, smoke and steam rising into the air.

"Just relax, old friend," said a voice from somewhere below. It belonged to Tony. "I need to see how extensive the damage is. How did they find you?"

"I was accessing the mainframe," replied the android. A panel opened up on his stomach to reveal the wires within.

"Ew, robot guts!" Said Pym.

"All of Europe has been subjugated by the machine forces since my last report," continued Vision. "Drones are gathering along the Pacific Rim and eastern Europe. The invasion of Asia will soon commence, along with phase three. Fortunately, due to Queen Ororo giving shelter to mutants in Wakanda, the country has remained standing against the odds." Azari's eyes narrowed.

The children glanced at each other. "What's "phase three?" Asked Gwen.

"Bake a birthday cake," replied Laura sarcastically.

"In thirteen years, he's conquered half the planet," muttered Tony.

"Also, although I'm not certain about the man himself, I have confirmed that Clint Barton's son is alive," said Vision.

"What?!" gasped the old man.

"Hey who's Clint Barton?" Asked Azari.

"Maybe he was a super hero of some kind!" Replied Laura as sarcastically as usual.

"Maybe he was the Knight, or the Pixie!" exclaimed Pym.

"The Pixie was your mom, idiot!" Said Azari.

"Maybe he was the Knight!" Corrected Pym, undeterred.

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"James, we should go," said Toruun quietly.

"What it has my dad's voice," he replied. "Or it's programmed to be like him, or has his memories! Do you think he can hear me?" He looked back towards her. They stared into each others' eyes for a moment before Toruun found herself unable to hold his gaze any longer.

He turned back to the machine. "Um, dad?" he said uncertainly. "Can you hear me? Hello? Are you awake?"

"James, it's not your dad," said Toruun quietly as she placed a hand comfortingly on his shoulder. "It's a robot."

He shook jeer off and stepped forward, his foot half in the spotlight that illuminated the android. "Sir? Um, Captain America? Are you, um, online?"

Its eyes lite up, causing the pair to stumble back in fright.

"Iron Avenger!" It yelled."Designation: Captain America, now online! Accessing mission database. Mission acquired. Destruction of A.I. threat, designation: Ultron, commencing!"

"Ultron?" Asked Toruun.

The robot had walked to the end of the platform before it turned around to face its companions. "Iron Avengers, assemble!" It called. This appeared to be some kind of activation code, because all the others activated and began to follow the Iron Captain out of the room.

"Whow, wait!" Called James as he realized what was happening. The floor suddenly shook as the Iron Giant Man moved through an entrance to its side."Stop!" He cried vainly. He turned and sprinted after the leaving robots. "Ahhh, stand down! Stop! Dad!" He yelled as he pulled against the leading robot. It just shook him off and kept walking.

They entered what appeared to be a large launching platform, just as Toruun caught up with James. The pair followed them, only to be stopped as the ground they were standing on moved away.

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They watched as Tony repaired the Vision. Pym, the tech head that he was, couldn't help admiring the mechanics that had been put into making him. He leaned farther out to try and get a better look and lost his balance, slipping over the side. Fortunately, Azari managed to catch the younger boy in time, and he murmured his thanks as he was pulled up. Unfortunately, Tony heared Pym's yelp of suprise.

"Azari, Pym, Laura, Gwen! What are you four doing down here?!" He called.

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The Cap was the first to launch. He rose into the air on a pair of jet boots that had been built into his feet. The two children could only watch in horror the others began to rise into the air after him.

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The ground began to rumble, knocking Tony's tools over, causing him to blink in shock. An alert began to sound, focusing his attention.

"Iron Avengers launch sequence: initiated," said Jocasta.

Tony removed his goggles for dramatic effect. "Oh no," he whispered, fear in his voice.

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Iron Giant Man was the last to launch, spewing smoke in its wake.

"Oops," said James.

"Verily," agreed Toruun.

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In a room far away, a figure stood atop a pillar, watching multitudes of video screens displaying images from all around the world.

"Energy source detected," reported an electronic voice. "Location: Arctic Circle. Energy analysis matches fugitive, designation:Iron Man."

"Finally," the figure said.

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"Jocasta, send reserve power to long range radar!" Commanded Tony.

"Tony, this was not my idea!" Said Azari. "It was-"

"Grab Vision's head!" Said Tony, ignoring him.

They all blinked, confused. They then turned to face the figure on the bed as he began to speak. "Hello Henry, hello Azari, hello-"

"His head?" Asked Laura, interrupting.

"Now!" Called the old man.

They all gathered around the head. A couple of panels opened in Vision's chest. "Awsome!" Said Pym, pulling the head free.

"Multiple radar contacts, designation: Iron Avengers," they heard Jocasta say.

They all moved over to the radar screen. "What's going on?" Asked Pym, worry creeping into his voice.

"Ya," agreed Laura. "Give us some answers, Geezer!"

Before he could reply, Jocasta spoke. "New contact, suborbital trajectory. Designation:-"

"Tony!" Yelled a voice behind them. They turned to see James and Toruun race into the room. "I'm sorry!" said the boy. "Th-there were these robots, and they looked just like our parents! And then..." He trailed off as he noticed the look on the old man's face. Without a word he turned back to the computer screen.

"I think he knows," said Toruun.

"Ya, cause he totally didn't, you know, BUILD those robots!" yelled Laura.

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As the Iron Avengers flew through the sky, they noticed a red light ahead. They confirmed using their scanners. It was the target.

Iron Giant Man flew ahead while the others took up defensive positions in the air. The giant moved toward the target, but it flew through its head without even slowing down.

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"We're leaving," said the old leaving

"What do you mean, leaving?" Asked Azari, confused.

"Leaving?" agreed Pym. "As in, leaving here? But- but, we've never left here!"

"Come on, Geezer!" Complained Luara. "Give us some answers!"

Tony just sighed, knowing they didn't have time for this.

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Iron Black Widow felt something slam into her back. Red lines began spreading across the android's body. Her eyes turned red.

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"Get to the control center!" the old man said. "We don't have much time! Vision will explain!"

"Vision?" Asked James. "What about you?"

"Alert, Iron Widow: offline," called Jocasta. Tony gasped.

"You have to get to the control center!" He replied.

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"Iron Spiderman: offline."

Jocasta's voice continued to echo as they ran up the steps. "Iron Thor: offline."

Toruun stopped. "We shouldn't have left him!" She said angrily. Azari moved toward her.

"He told us to! We have to get to the control center, that's what he said!"

"Iron Panther: offline." She kept running. "Iron Wolverine: offline."

"Those robots, the Iron Avengers?" Asked James. "Why are they going offline?"

"The enemy has developed the ability to infect machinery, corrupting and overidding its programming with its own," replied Vision. "There is a high probability that the Iron Avengers have been compromised."

"Iron Captain America: offline."

"He was the last," the android continued. "Ultron will be coming for us now."

"Wait, wait, wait, wait!" Said Pym, almost dropping him in shock. "Ultron? Realy? Ultron is coming? Here?"

"You've got to be kidding me!" Yelled Laura.

"He's not," replied Gwen quietly. They turned to look at her. She had gone pale and was shaking like crazy. Azari instintictivly reached out and gripped her hand.

"How do you know?" Asked Pym.

"You know how I have a spider-sense that makes me go all tingly when I'm in danger?" They nodded. "We'll it's going off like never before."

"How can you tell?" Asked James.

"I'm not shaking because I'm cold."

As if in response to her words, the sky exploded. Toruun grabbed the others and launched out of the way of the falling debris.

James blinked as snow rained down on his face. He looked up to see a hole torn in the sky. Suddenly, it began to darken in a dome. Red lights and alarms lite up, illuminating the area.

But they were watching the light that was descending from the sky.

A large, sliver robot touched down in front of them. It looked strangely similar to the pictures they had seen of the Knight, except for the face which seemed to be smilingly wickedly.

For the first time in their lives, they stared into the face of Ultron.


	7. Chapter 7

Chapter 7: the Knight

Ultron took a few steps toward them. It paused as it seem to notice the children for the first time. "Children," it said, "unexpected. Assessment: potential threats. Commencing termination." With that, it stepped back and raised its hand, energy building in his palm.

Their eyes widened as they tried to take defensive stances. Somehow it didn't seem like they would be able to deflect it in time.

Suddenly, a figure launched from the smoke that surrounded them. He wore a red and gold suit of armor that looked a lot like Ultron, with green lights that shone through creaks in the metal.

The figure leapt forward and gripped Ultron's head in his hands before tossing him through the trees. As the robot began to stand, the figure launched a massive beam from his chest, sending him flying through the jungle, leaving only a trail of destruction in its wake.

The children behead him in awe. "The Knight, Iron Man!" Exclaimed Pym.

"Really, we never would have guessed," replied Laura, although the wonder in her voice betrayed her. It was as if sarcasm had become a basic reaction for her, without even needing conscious thought.

The Knight turned towards them. His masked lifted up to reveal someone they hadn't expected.

Tony.

"Get to the control center!" He ordered. "I'll hold it off!"

"Tony?!" Asked James in shock. He was interrupted as a figure launched through the trees and into the air, off in the distance.

"I'll be right behind you! Go!" Replied the old man as his mask descended onto his face and he rose into the air after it.

"This is wrong!" Yelled Toruun as she raised her sword. "We have to help him!"

"Children!" Replied Vision. "Do as Iron Man says! You must protect the others, Toruun! Your safety is of the utmost importance! Iron Man will join you shortly."

He's right," said Gwen in a small voice. "We need to go!"

They finally turned and began moving again.

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In the air, the two warriors clashed. Ultron dodged a repulser blast before taking a kick to the face, followed be a punch. He responded with several of his own, pushing the hero back. Iron Man launch another repulser before flying away from control center, seeking to put as much distance between the android and the children as possible.

They fired repulsers at each other as they descended into the jungle. Skimming the ground, the Knight increased his speed until he arrived at the reactor which powered their home. He turned to face the jungle, watching as the machine tore through the trees. He narrowed his eyes.

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The children has made it to the control center. Toruun and Laura stood guard as the others ran inside, sword and claws at the ready. Pym placed Vision's head on the control panel. "Stay robot head," he ordered. "We'll be right back!"

They all turned and began moving towards the exit. Vision opened his eyes, which were glowing red. "Vision, override," he said."Command code: Quinjet." Lights flashed as the room began to activate.

They all stopped and looked back. "What's a 'Quinjet'?" Asked Pym.

"Isn't that a singing group with four guys?" Wondered Laura.

"That's a quartet," replied Gwen as she rolled her eyes. The mutant skowled.

"Take your seats please," said the robot as six seats rose up out of the floor. The ceiling opened up to reveal a glass roof and lights began flashing. "We are launching."

"Launching?" Asked Azari confused. Jets activated beneath them and the ceiling burst as they were lifted into the air. They were forced into the chairs as they fell from their feet. The jet paused in the air as wings unfolded from its back.

"No..." Said James in shock. "No, stop! Go back!" But he was ignored, and the ship flew out of the hole created by Ultron's entrance. They could only stare at the dome which had been their home for so many years. All they knew had just been turned upside down the moment they had seen the snow.

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Ultron was pounding him. Tony was losing the fight. The machine pressed his hands against the hero's shoulders, red lines beginning to spread out as it tried to corrupt the suit. Tony realized what was happening and blasted his foe with a laser, forcing him back. He then ripped off his shoulder plates before the corruption spread to the rest of his suit.

They sped through the trees, firing blast after blast as they went. Tony lifted a rock and hefted it towards the machine, only for it to be smashed to pieces.

Then the machine finally landed a repulser beam.

It blasted the old man through the trees and onto the fountain, ripping apart his armor as he flew. Ultron advanced slowly until he stood over the defeated form of his enemy.

"Struggling until the end," it said. It tossed the helmet of the man towards him, a trophy of his victory. "Illogical. You must realize, the end is here."

"No!" Replied Tony as he gasped in pain. "Still...hope..."

"False. Hope is a human illusion." A light began to shine above them. The Knight looked upward to see the Iron Avengers descending down around them. "Your Iron Avengers are under my control now, Iron Man. And you belong to me!"

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The screen showed the children everything.

"It's got Tony!" Exclaimed Pym. "Look! They're taking him!"

"Stupid robot!" yelled Toruun. "Do as we say! Turn this ship around now!"

"Ya, we've got to save the Geezer!" Agreed Laura.

"I will not," replied Vision. "Iron Man sacrificed himself to keep you safe, and that's what we will do. Stay safe, stay hidden. There are parts of the world where Ultron has not reached, far away from Ultra City. I have set a course for the Savage Land."

"The Savage Land?" Asked Azari.

"That sounds horrible!" Said Pym.

"Not exactly my definition of safe," agreed Gwen.

"Actually, parts of it are quite nice and... Alert reserve power depleted recharge required..." With that, he powered down.

"Sir?" asked Azari uncertainly.

"He's out of juice!" Shouted Pym.

"Well that's just great!" Yelled Azari. "We'll what now?"

"I think I can get him up and running," replied Pym. "I'll need to reconfigure his power matrix."

"I say thee nay!" Shouted Toruun. "I will not run and I will not hide! I am the daughter of Thor, and Ultron will pay for what he's done!"

"Wait," said Laura. "I'm all for going after the Scrap-heap, but who put you in charge? If anyone should be in charge here it's James!" Everyone was focused on her, so one noticed him wince. "He's the oldest and the strongest!"

"But Tony wanted us safe!" Said Azari, always the voice of reason. "Going after Ultron is the exact opposite of that! James, me up here."

Silence.

"James?" He asked. Everyone turned to face him. He just stared out the window as if he didn't hear them.

"James?" Asked Toruun, her voice drawing him back to the present.

"I lead Ultron to our home," he said in a whisper that seemed to echo around them. "Tony's gone because of me!"

Laura and Azari exchanged a look. No one had ever seen James like this. He may have been a lazy pain, but everything he did, he did with confidence. He never hesitated, so you always knew he would be ready for anything. Now he seemed almost... broken.

"No!" Ranted Toruun, casting one last worried look at James. "We're going after Ultron! Pym, take the controls and head for this Ultra City!"

"I'm on it, Toruun!" He replied. "Um, two questions. How do you fly this thing and where is Ultra City?"

Gwen silently watched the proceedings. She had kept her thoughts to her self the in tire time, but she could feel her Spider-sense warning her of the coming danger. But for some strange reason, it didn't feel like it was warning her about what was waiting for them in Ultra City. Rather, it was warning her about the fate they will face with the one leading them into Ultra City.


	8. Chapter 8

Chapter 8: Into the City

The city spread across the horizon, glowing with purple light. Skyscrapers stood overlooking everything like sentinels. It had been built on top of New York City and then improved, making it a vast expanse of stone and metal.

It was towards this expanse that a black jet flew. It rocketed past, cleaving the water in its wake. A scanner identified the machine as a hostile threat and cannons emerged from the walls. They fired a volley of missiles that torn the machine to shreds.

In the air behind it, the passengers moved out from behind a cloud. James and Azari each gripped one of Toruun's hands as she flew through the air, with Laura and Gwen clinging to the boys in a chain. Pym flew beside them, holding onto Vision's head by a wire.

"Ok fine," said Azari. "So maybe they would have attacked us!"

The others only glared at him.

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In the city, two figures hid in the shadow of an alley. One was a 17-year old boy with black boots and pants, a black jacket with white trim, dark eyes, and white hair. He held a bow in his hands and a quiver of arrows was strapped to his back.

The other was a 12-year old girl with brown hair that had streaks of blue that matched her eyes which was the only thing visible through her ice-blue mask. She had on blue jeans, matching dark blue shirt and gloves, black combat boots, and a ice-blue hoodie. A third figure emerged from the shadows and whispered something in the girls ear before vanishing again.

"Looks like someone tried busting into the city," she said. "They got shot down, but one of our scouts saw a couple of people actually fly into the city. Like, without a plane. Almost as if they had super powers." She said the last part meaningfully.

The boy stood. "Let's go met our guests, shall we?" He replied before vanishing into the darkness, the girl following behind.

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The group had found a sort of passage. It was a pipe the led between the buildings. Azari guided them before hurrying down a side passage. They found themselves overlooking a plaza of some sort, machines flying around on whatever business they had been programmed for.

"Big," whispered Pym. Laura nodded in reply, her voice lost for once.

"Hereith be the plan!" Said Toruun.

"I don't think 'hereith' is right," interrupted Pym.

"Ya, I don't think even Asgardians say things THAT stupid," added Laura.

"Shut up!" Replied Toruun. "Here's the plan. We fight our way through the city, get to Ultron, smite him, free Tony!"

"That plan is insane on several levels!" Replied James. "We can't beat Ultron!"

"He's right," added Gwen.

"I am immortal and invulnerable!" Yelled Toruun. "Ultron holds NO fear for me! Besides, my father watches over me!"

"You don't know that you're invulnerable!" shouted James.

"You're not, trust me," agreed Laura. "And you're dad hasn't exactly been there for you all the time until now, either!"

"For Asgard!" She yelled, leaping off the platform, ignoring them both. She slashed open a robot as she descended.

"Tell me she didn't just do that," said James.

"She did," replied Gwen. "And now we're all gonna die."

A robot landed in front of the Asgardian and fired a wave of bullets towards her.

"Toruun!" yelled James in fear.

She dropped behind her sword, using it as a shield. It deflected a weapons. It swung at her with an arm which she then slashed off and threw back, destroying it. "Have at thee!" She yelled.

Another machine dropped six more drones around her, surrounding her. She sliced one in half, but the others fired machine guns at her exposed back. The transport ship fired a laser, blasting her.

She stood in a crater staring uncomprehendingly at the wound on her arm. "Ow," she muttered. She gasped as the robot fired another laser, launching her through the air.

"No!" Yelled Pym. He blasted off the laser and struck at the machine. "And there's more where that came from!" He taunted. He gasped as he dodged a bullet, literally. "Ha! Missed!" With that he flew away, the machine following him. He lead it over to the others where Azari blasted it with lightning, James raising his shield to block the wreckage.

Toruun looked up just as Iron Giant Man landed on top of her, the rest of the Iron Avengers following. It moved to the side letting her up. She could only scream as Iron Thor gripped her face and began chocking her.

"We have to help her!" Yelled Azari as the android threw her to the ground, forcing her to drop her sword. "We have to-"

"No duh!" Yelled Laura as she leapt through the air, the double claws on each hand unsheathed, along with the single claws on each foot. She knocked Iron Thor out of the way and kicked outward. Iron Spider-Man, who just happened to have jumped into the air when she began her initial rescue, got caught by by the claw and a small tear appeared in its side. Gwen shot out a web which attached to Toruun's back and then yanked her back through the air. James jumped out and caught her before she hit the ground.

Now they were faced with a new problem. Laura was surrounded be the Iron Giant Man, Iron Thor, and Iron Spider-Man. Before they could come to her rescue, the rest of the Iron Avengers blasted them back.

Azari and Gwen landed a distance away, the Wakandan holding Vision's head tightly. Suddenly, the wall behind them disappeared and a hand reached out and gripped the girl. She screamed in shock as it pulled her away. At the last minute, Azari gripped her hand and was pulled in along with her.

"Azari!" Yelled James. "Gwen!" He was interrupted as the door behind them vanished as well, to reveal a girl in a mask.

"Hurry up!" She ordered, grabbing onto Pym and yanking him in. Another person appeared in her place and grabbed James and Toruun, forcing them to follow.

Laura was left to make her stand alone. She blinked as Iron Thor began to approach. Out of nowhere, several arrows launched through the air, slamming into the Iron Avenger and exploding. They were followed by a white haired boy holding onto a bow which had been attached to a grappling hook. He landed in front of her a grin on his face.

"You ready to get out of here, beautiful?" He asked, extending his hand.

"Uh, ya," she replied, her mind seeming to shut down after the word "beautiful".

"Then hang on," he said pulling her towards him. He fired an arrow into the distance and the rocketed up on a zip line. They then disappeared into the darkness.

The Iron Avengers were left with several destroyed robots, a few craters, and a magic sword that was lodged in the ground.


	9. Bonus Chapter

I got a lot of questions about the girl in the last chapter and some comments about adding to the storyline, so I'm doing a bonus chapter. She's an OC someone sent in. Also, it pains me to say this, but I won't have my computer this weekend so I can't post. I promise I'll get the next chapter up on Monday!

Bonus chapter

The girl was crying behind the dumpster. Again. She was only about 7-years old, yet she had several scars and bruises across her body. She could hear the man approaching, so she tried to make herself smaller so as not to be noticed.

It didn't work.

"Get over here, brat!" He shouted. His slurred words said that he was drunk for the third time that week. It was only Wednesday. She slowly stepped towards him. Se could hear the wind whistle as his hand launched forward, slammed into her cheek, and knocked her into the wall.

She felt dizzy and could feel something wet and warm pouring down her face. She coughed up a fistful of blood.

"What are you doing, hiding over here?" He asked angrily. "If you've got time to cry, you've got time to find me more booze! I took you in and this is how you repay me! I could turn you over to the drones! Get myself a big reward, I would! Magic freaks like you are wanted people, they are!"

"I don't wanna go out!" She cried. "The robots are scary! They'll-" She was cut of as his fist slammed into her face again.

"I said to go get me some booze! I didn't ask if you wanted to or not! Now get!" With that, he kicked her side and sent her flying. She scrambled to her feet and sprinted away, the man cackling behind her.

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She found what she needed in a group of thugs. They were all living in the poor district of the human reservations in Ultra City, so everyone really just looked out for themselves. It was because of this that no one gave a second glance as the group of five men gathered around the little girl.

"Hey there, squirt," said one. "What have you got hidden in your pockets huh? Why don't you show us?"

"First, let's go somewhere more... private," said another. (A/N: I DO NOT SUPPORT PEDIFILES! I just wanted everyone to know that.)

"You and your creepy urges," commented another, though he grinned wickedly, showing his agreement. "You know she's just a kid, right?"

"That's when they're cute," the other replied. "So what do you say, girl?"

She just nodded in fear. The thugs lead her inside the nearest building.

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The group walked along the alleyway through the snow that had recently begun to fall. There were five people in it. Their leader was a man with blonde hair, a black biker's jacket, a black tee-shirt, combat boots, and jeans. In his hand was a bow and a quiver of arrows was strapped to his back. At his side was a 12-year old boy with white hair who was dressed similarly to the man, also with a bow and arrows.

The man froze as he heard sobbing nearby. He turned and saw a girl sitting in the doorway to a dark building. She had a torn jacket and jeans, but no shoes, her bare feet touching to snow. She had brown hair and blue eyes. He stared at her for a moment, struck by a sense of familiarity.

He walked towards her.

"What's your name, little girl?" He asked her.

"Hawkeye, we need to keep moving!" said one of his companions. He was ignored.

The girl looked up and sniffled. "Are you going to hit me, too?" She asked. He stared at her, puzzled. " He always hits me. That's why I had to do it! I needed their alcohol or he was gonna hit me!"

The man blinked before looking past her. His eyes widened at what he saw in there, his skin turning pale.

Inside were five dead bodies, each one with a spear of ice sticking out of his chest.

He turned back to her, regarding her. "What's your name?" He asked again.

"I-it's Griffin," she replied.

"You know, Griffin," he said slowly, "you remind me of a guy I used to know. You both have the same... face. His name was Johnny Storm, the Human Torch. Good guy, but he went through girlfriends like socks!"

Her eyes widened. She reached into her neckline and pulled at a small pendent. She pressed a button on its side and it clicked open. Inside was a picture a man on the left side, and a woman holding a baby on the right. "Was it him?" She asked, pointing to the picture on the left.

No nodded, smiling slowly. "So you're really his brat, then?" He asked. She nodded in reply. "Thought so. Why don't you come with us. My name is Clint Barton, but everyone calls me Hawkeye. This is Francis. If you come with us, he'll be your new brother. And I promise we won't hit you."

The boy next to him smiled. She blinked at them. "Pinky promise?" She asked hopefully, holding out her pinky.

The man smiled, a reached put with his own, twinning them around each other.


	10. Chapter 9

A/N: I'm back! To my mysterious guest, if you don't like my part about Griffin, tell me and I'll change it. Well here you go!

Chapter 9: Hawkeye

In the city, there stood a tower. It overlooked even the skyscrapers, acting like Mt. Olympus in Greece, reigning over the world of mortals.

This was the Citadel, the home of Ultron.

Inside the Citadel, a figure was locked into a chair. He was an old man in tattered rags, with the face of a hero. He was called Tony.

"Even your mere existence causes chaos, Avenger," said a voice in the dark. A wall opened to reveal Ultron. "But soon, there will be order." The old man could only cough in response. "These children you have kept hidden," said the robot as he approached, "they will be found."

"The kids are gone, machine!" Replied Tony. "Far away from you!"

"False. Like all humans, they are inherently illogical."

"What are you talking about?" He whispered.

The robot spread his hands and several screens appeared, revealing the battle that had taken place in the plaza earlier. "Observe."

"No!" Gasped the old man.

"You will now tell me everything you know about them, or you will learn the upper limits of the human capacity for pain." As he finished, he raised a hand which sparked with electricity.

Tony only glared defiantly.

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"James! James wake up!" Pym yelled. The boy opened his eyes and saw four figures standing above him. The first three were Pym, Gwen, and Azari. The third was the masked girl they had seen before. When she saw him move, the girl turned and moved quickly away.

"What... What happened? Where's Toruun!?" He exclaimed launching up and almost smacking said girl who was simply sitting outside his field of vision. The moment he saw her he relaxed, a feeling of relief inside him. She gave him a small smile when she saw he was alright. "Good. Now, where are we?" he asked as he looked around.

They were in some kind of destroyed factory. Dirt and junk lay scattered everywhere, casting deep shadows along the floor. Through holes in the ceiling, they could see abandoned brick buildings.

"I don't know," replied Azari, "but it's filthy."

"She saved us and led us here!" Exclaimed Pym as he stared at the masked girl in awe. She turned away, looking like she was... shy. Around Pym? Annoyed they could understand, but shy?

Movement from the shadows distracted them. Strange shapes began to move in the darkness. They wore metallic armor, but they couldn't see any defining features. Suddenly, they found themselves surrounded.

"Robot people!" shouted Azari. "This is bad, this is really bad!"

"I think you're right!" Said Gwen in a small voice. They unconsciously gripped hands.

"Mister Vision, wake up!" Yelled Pym fearfully. "We need a hand here! Do you shoot lasers out of your eyes or anything?"

"Hey!" Shouted for voice from above them. They all looked up to see a white haired boy standing with Laura beside him. "Quit messing around! We gotta keep moving!"

"Laura!" Shouted Toruun and James in relief. She leaped straight down and landed beside them, a small smile on her face. Pym ran forward and gave her a hug.

"You're alive!" He shouted.

"Are you alright?" Asked Azari.

"What's going on?" Asked Gwen right after.

"In order?" Said Laura tiredly. "I have a healing factor so you boys are stupid. As for Gwen, less so. These guys saved us after Blondie here led us into a butt kicking, and on the wrong side of the foot. Thanks for that by the way, Miss Warrior Queen. That's all I know."

Toruun looked away sadly, tears brimming her eyes. "What happened?" asked James into her ear.

"I wasn't strong enough," she replied in kind. "I lost my sword, and... and my father didn't come for me."

"We have to keep moving!" Ordered the white haired boy. "Ultron is wired into every one of his machines. We get spotted, we're toast." Laura turned and followed him, the others walking behind her.

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The group walked along a pipe through the sewer. Pym moved towards the white haired boy. "Quick question, who are you?" He asked.

He glanced at him before replying. "The name's Barton, but everyone calls me Hawkeye. That's my little sister Griffin. She's my second in command.

"Hawkeye? The Archer?" Asked the boy in amazement.

"Wait a minute," interrupted Azari. "Barton? Do you know a guy named Clint Barton?"

Hawkeye stopped before turning back to face the Wakandan. "Ok kid, how do you know my dad?"

"Kid?" He replied, distracted. "You're like a day older than us!"

"We think your dad was an Avenger, like our parents!" Replied Pym to the earlier question.

"Like your parents?" He asked in amazement. He wouldn't have believed it if he hadn't seen them fight. "Your parents were Avengers? That's not possible! My dad said- he said I was the last! He told me I would be the last Avenger!" He turned and glared at them. He suddenly lifted Pym up, much to his distress. "I've been here fighting all this time! Where have you been!"

"Let him go!" Shouted James as he yanked the boy away. "He didn't know!"

Hawkeye let his gaze sweep over them all before settling on Laura. "I thought I was the last one," he whispered as he turned away.

As they continued to walk, Pym moved towards Griffin. "Were your parents Avengers too?" He asked excitedly.

"No, my dad was the Human Torch. I was the result of one of his drunken one night stands. That's why my last name is Freeze instead of Storm. Plus, it fits me. Clint found me and adopted me when I was a kid." She suddenly clamped up, shocked that she had said so much to a total stranger, especially due to her certain... trust issues.. Hawkeye glanced back at her, an eyebrow raised.

"Oh, then is your real dad still alive?" Asked Pym with his eyes wide.

She just shrugged. "I don't know. I've heard some rumors that Ultron had gotten to him, along with the rest of the Fantastic Four. Others that he had escaped into hiding. I've even heard he was in Wakanda."

"Why would he be in Wakanda?" Asked the boy.

"Queen Ororo has set it up to be a kind of resistance in Africa. She was once part of a group called the X-men, and then she married the Black Panther. She turned the country into a haven for mutants, and after Utron took over, all meta humans. A lot of them all joined up with the Wakandan army, and that's why they've been able to hold out against Ultron's armies all this time." She realized that she had been talking way too much and clamped up before rushing forward to Hawkeye's side.

Laura and Azari looked at each other, a light in their eyes. They both knew the other was thinking the exact same thing.

Maybe they weren't orphans after all. Maybe their parents...

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"My father brought people to the underground after Ultron took over," explained Hawkeye as they entered a massive building. It appeared to be the ruins of Grand Central Station, and has been turned into the Scavengers' home base. "He taught them how to survive. We live under Ultron's rule, hiding in the cracks, staying out of sight. But the machines finally got my dad. Now I lead the Scavengers I keep them moving and I keep them safe."

"Awesome!" exclaimed Pym. "You can help us rescue Tony!"

"Who's Tony?" Asked the older boy.

"Your dad wasn't the last Avenger," replied Azari. "Tony was. You know, the Knight, Iron Man! He got captured by Ultron we're gonna go rescue him."

Griffin and Hawkeye glanced at each other before laughing. "Ya right," said the boy. "Sorry kid, Ultron doesn't keep prisoners. Iron Man or not, this guy Tony is dust."

"No," said a voice from behind them softly. They turned to see an old woman with glasses. She wore a green scarf and shirt with a brown skirt. "He's alive. If Tony was captured, Ultron has him in the Citadel."

"Tony's alive? Really?" Asked James quietly.

"Don't even listen to her, she's crazy!" Said Hawkeye without looking up.

"No!" Shouted James. "If there's a chance he's alive, we're going after him. We're going to this Citadel." He stepped forward and extended his hand. "We could use a hand."

"I've got better things to do than get disintegrated," he replied.

"Did your father give up this easily?" Asked James angrily.

Hawkeye launched to his feet. "If you bring up my father one more time, I will punch you in the face!" The two of them glared at each other before Laura stepped in between them.

"Woe there Tigers, take a deep breath," she said. She then turned and gave Hawkeye a look and he began to cower. She had him completely under her thumb.

"Fine!" He finally said. "Your funeral! I'll show you how to get there! After that, you're on your own." With that he pushed passed James and kept walking.

"Thanks, handsome," whispered Laura as he passed. He turned red and turned away. They both had a small smile on their faces.

end of chapter

A/N: well there! For all of you who keep complaining about the pairings, you can figure it out in this chapter! Please review!


	11. Chapter 10

A/N: OMG! I'm so sorry! It's been kinda busy around here so I haven't had the chance so sit down and write! Please don't hate me forever!

chapter 10: theCitadel

James climbed up a cord through a hole in the ceiling, Toruun close by his side and Azari and Gwen leaping from place ahead of him.

Laura and Pym stayed behind for a moment to speak with Hawkeye and Griffin. A sudden yelping caused them to turn and see a young border collie puppy rush up and begin licking Griffin before giving a growl at the others, just to show them who was boss. The effect was ruined as it began chasing its tail.

"Hey there, Maya!" Exclaimed the young girl as she bent down to scratch it. "Have you been being a good girl? She's my watchdog, and attack dog," she explained to the pair of heroes.

"Ultron beware," said Laura, rolling her eyes. "We have ankle-biters!" Hawkeye tried to hold his laughter as Griffin scowled.

"You sure you don't wanna come?" asked Pym. "You can shoot arrows at Ultron! It'll be fun! Come on!" Though he address Hawkeye, he couldn't help glancing at Griffin as he spoke, causing her to shy away.

He only looked at Laura. "Stay safe, Beautiful," he said with a wink.

Her cheeks went a little pink. "You too," With that, she leapt off in pursuit of her siblings.

Pym watched the exchange and turned to Griffin in order to copy it. He found himself staring at a spear of ice. "Say something that cheesy, I dare you," was all she said.

He gulped before shrinking and flying up, pausing in the air. "We'll be back for Vision's head! Take good care of him! And stay safe, beautiful!" He ducked to avoid the spear that was launched at him before continuing after the others.

Hawkeye stared after them before feeling the gazes of the Scavengers on his back. He turned around and saw all eyes were locked on him, accusingly. "What?" He asked angrily. "We have to look after ourselves!" With that he turned and stormed off

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James peeked his head over the top of the metal. In the distance, he could see the towering structure known as the Citadel. Even from a distance it was massive. He looked around once more before turning back to his waiting companions. "All clear!" He said quietly. "Pym, Azari, Laura, come on!" He called as he jumped up, his friends close behind. Toruun had lost her sword so she wouldn't be much help in a fight, and Gwen had elected to play bodyguard for her, so the pair trailed a little behind the others.

They leapt up onto a pair of tracks. James looked up and saw a intricate metal supply tower approaching. "That tower!" Called James. "It's heading for the Citadel! Come on!"

As the machine passed over them, the group jumped up to take hold. They quickly began to ascend, trying to make it to the top before it reached its destination. "Come on! Hawkeye said the entrance was at the top of the tower!" Called James.

"I'll race ya!" Said Pym.

"You're on Pipsqeak!" Replied Laura, quickening her progress. Gwen was already near the top, glancing back at the others worriedly.

"We're not gonna make it!" Exclaimed James fearfully. Azari leapt up but was interrupted as a web shot out from near the top and yanked him skyward. Laura was grabbed in one hand by Toruun and James in the other as she flew up to join the ones already at the top.

They breathed a sigh of relief until Pym spoke up. "Is getting crushed part of the plan?" He asked. They turned around and saw the face of the Citadel right in front of them. They all let out a scream as it tower collided into the Citadel's wall. "Great, now what?" Asked the youngest boy when they realized no one was injured.

"See what you can do about that door," replied James as he gestured towards the door in front of them.

"I'm on it!" He exclaimed, glad to have a job. He examined it for a moment before turning back to the others. "Hey, Azari can open this!"

"What?" Asked a shocked James. "How do you know?"

"It's just like the maintenance hatches at home!" He replied.

"That's... Convenient," said Gwen quietly. Never the less, Azari shot a spark of electricity at the panel, forcing the door open. It revealed a dark passageway, leading into the gloom. "That's... Scary." Added Gwen. Azari reached out and gave her hand a squeeze. James and Toruun watched them before glancing at each other and blushing.

"Um, Laura?" Said Pym as he stared into the darkness, oblivious to the scene. "You go first." She rolled her eyes but stepped forward anyways. The boy returned to normal size and strode forward. A sudden switch activated and the wall slid away, along with the floor.

Pym, Laura, Azari, and Gwen began to sprint towards the other side. Suddenly, the ground beneath Pym vanished and he plummeted into open air. "Pym!" Screamed Azari and Gwen together.

"Just kidding," said the boy as he flew back up to them and returned to normal, a smug look on his face.

"We shouldn't be here!" Said a fearful Toruun to James as the pair stared towards the others across the void. "James, what if-"

"It's going to be ok," he interrupted firmly. "I promise." With that he extended his hand.

She stared at it for a moment before grasping it in her own. It felt... Warm. Warm and strong. It felt as though simply by grasping his hand, she knew everything would be alright. It seemed to banish all the fear and doubt she had, making her feel strong and safe. She almost end didn't want to let go when he pulled away after they landed on the other platform.

"Ok?" Said Azari in confusion. "There's no one here."

"They're, they just died from the corniness all of you guys are giving off," replied Laura with a glance towards Gwen and Azari, as well as one towards James and Toruun.

"Maybe Ultron assumes no one would be dumb enough to break in," continued the Wakandan, ignoring her.

"Ha!" Said Pym. "We showed him! We are dumb enough!" He ended this by stepping on yet another switch.

"Well, you are at least," said Laira with a sigh.

A bridge began to form, leading to a platform with eight glass cases. James stared at them for a moment before leading the way towards them. "James, wait!" Called Toruun, fear in her voice. He ignored her and kept walking.

That is, until he came to the first case.

Inside was a pile of broken metal with a helmet on top. The helmet of Iron Man.

The others moved up beside him. "What is all this?" Asked Pym in awe. Then they all saw the case as well. Azari pressed his fist against the glass and tried not to sob. Gwen was already doing it into his shoulder. Laura looked away and clenched her fist while Pym turned around. Toruua launched herself into James's arms and began to cry.

That's when the boy noticed the nearby. Inside was a blue mask with the letter A on it. James began to walk slowly towards it, knowing what he'd find.

Inside was his father's mask and shield.

The others watched him, waiting to see what he'd do, and wanting to know what to do next. Without realizing it, they had begun to know he was their leader. Now, faced with this discovery, they needed him more than ever.

James took a small step forward, trying to touch it. As his foot landed, another switch activated, lighting up the hundreds of cases that made up the walls of the room.

"Oh no, James!" Said Pym with fear.

"It's like.. It's like some kind of trophy room!" Said Azari.

"And the trophies are all the meta humans Ultron has killed," replied Gwen with a whisper.

"But that means..." Said Azari.

"Come on, let's go," said James forcefully. Toruun stared after him, fear in her gaze.

He tried to ignore the little voice in his head that said Ultron had let them in there, and that the machine was taunting him. It wanted him to know just how hopeless it was to oppose it.

It wanted to break his spirit.

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Tony lay strapped in the same chair he had been in before. He was tired and his body roared with pain. It was because of this that he that the shout and shield flying through the air were only figments of his imagination. That is, until he fell and landed in the arms of Azari and James.

"We got you now," said the redhead in assurance.

"Let's get you out of here, Geezer," added Laura.

"Please..." Said the old man weakly. "Please tell me you didn't just walk into Ultron's trap."

"How do you know it's a trap?" Asked Pym. " Maybe we're just that good!"

"I know because I built Ultron," replied Tony grimly.

"Oh well, that sucks!" commented the boy.

"No duh, Pipsqueak!" replied Laura with a roll of her eyes.

It was then that the walls began to move. The Iron Avengers began to reveal themselves, surrounding the group instantly. But the real threat was revealed as Ultron appeared.

"Do you see, Avenger?" Asked the android. "Rumors of the children's existence already spreads among the humans. Super-human variable can not he permitted. The children must be destroyed!"

"Hey that's not fair!" Replied Pym. "James doesn't even have any powers!"

"Scanning Avengers data file. Identity match: James Rogers, son of Steve Rogers. A.K.A.: Captain America, the most dangerous of all the Avengers. He inspired them. And like Captain America, you, James, shall be the first to fall!"

He boy narrowed his eyes, noticing a figure hidden in the shadows. It was a white-haired boy with a boy aimed straight for the android, with a girl wearing a mask behind him with a spear of ice aimed for the same place. "Not today, robot!" Replied the redhead. With that, the arrow and spear were released, and they exploded on the machine.

There wasn't even a scratch.

The robot turned in the direction they had come from. "Barton!" It growled. He gave a nervous wave in response before firing another ineffective arrow. The machine raised a hand to return fire but was distracted as the Scavengers appeared from the cracks and fired on it, breaking its concentration.

"All of you, run!" ordered James. "Go with Hawkeye! Toruun, take Tony." They nodded and did as they were told.

"Scavengers, disappear!" Shouted the archer. They gave a thumbs up and vanished as quickly as they appeared, destroying Iron Captain America's shield as a parting act of rebellion.

Hawkeye jumped down and began sprinting through a maze of passages, the others behind him.

All but James, who was staring Ultron in the eyes, challenging him. "There is no hope for the Avenger," said the machine, readying a repulser. He missed as James vanished after his friends. "Find them!" Ordered the android. The walls began to move as the building entered lock down.

"Go!" yelled James to Azari as the Wakandan hesitated.

"Move it you two!" Called Hawkeye. James threw his shield to stop a door from closing and trapping the pair. As they joined with Hawkeye, the shield vanished and they were all pushed off into open air. They rapidly descended into Old Town

They screamed as they fell, catching the attention of the girls. Azari's momentum was frozen as he felt a wed attach to his side. James was suddenly dangling from his foot, as that was the only place Toruun could grab.

Hawkeye felt a sharp pain in his side as something slammed into him, forcing him towards a wall. There was a small tearing sound as something plunged into the wall, forcing their momentum to slow. He opened his eyes and found himself held in one hand by Laura, feet from the ground.

"Kinda cutting it close there, Gorgeous," he said, his voice slightly higher than usual.

"Better late than never," she replied calmly.

end of chapter

A/N: again, sorry I took so long! To my mysterious guest (I've got a lot of those now but you know who you are!) I'm really just gonna have Maya be a kind of mascot, so she won't do anything major in the story. Sorry. Please review!


	12. Chapter 11

Chapter 11: the truth

They all gathered around the fire, their shadows dancing in the flickering. After escaping Ultron's trap, they had all holed up in an abandoned theater. Immediately, they began asking Tony to tell them what was going on, just as he had promised.

"I created Ultron to be a force for peace, law, and order," he began, his voice echoing around them. "But its programming evolved. It began to believe the only way to truly bring order to the world was to control it. That's when it turned on us."

"That's why Ultron didn't kill you?" Interrupted Hawkeye angrily. "Because your his DADDY!"

"Just because he built it, doesn't mean he's its father," replied Gwen in a whisper.

"My armor was damaged in the attack," continued Tony, ignoring the interruption. "Cap told me to get the kids to safety. I couldn't get to you in time, Francis."

(FLASHBACK)

The news was blaring on the TV. The reporter was saying something inaudible, but they knew what it was.

A robot was destroying New York.

The Avengers gathered around a table, a map of the city unrolled beside on of the world. "What's that plan?" Asked Peter quietly.

"We beat this thing and go home, same as always," replied Clint, although the doubt in his voice carried to all the others.

"We have to think of something!" Said Janet, Natasha nodding in agreement. "We'd be done already if Tony hadn't mad this thing so freakin durable!" She complained, smiling to let him know she was joking.

Tony didn't reply, only pausing for a moment from fiddling with his sparking armor to look mournful. Logan put a sympathetic hand on him shoulder, which probably scared them all more than the robot.

The mutant opened him mouth to speak but was interrupted by a wail from behind him. They all turned to see little Gwen butt-slide her way into the room. (A/N: you all know what I mean!) Steve stared hard at her as Peter stepped forward and picked her up before their leader turned and watched the newscast once more, and finally turned his gaze back to the maps.

He sighed. "Here's the plan," he said loudly, gathering everyone's attention. "Tony, take the Quinjet and get the kids someplace safe. The rest of us will make a stand here at the mansion to by you some time. If we can beat it, then come back when you're sure it's safe. If not, keep them safe. If we fail, any survivors will be forced to make their own choices. Do as you please then. But for now, we are all Avengers. This plan may seem like a pretty grim course of action, but lets face it, every time we've fought this thing, we've barely made it out with our lives. I'm not going to get anyone's hopes up when we all know how it's going to turn out. This is my last order as your leader. Avengers, assemble!"

(END OF FLASHBACK)

"Hawkeye's name is Francis!" Shouted Pym, interrupting the hero's thoughts.

Laura grinned. "I'm gonna get some mileage outta this one!" She exclaimed. The boy smacked Pym over the head with an arrow, ignoring Laura.

"I thought Ultron had already gotten to you, otherwise you would have come with the others," continued the old man, only to be ignored. He let his gaze travel over the group. "I raised you all... hopefully as your parens would have wanted. I owed it to them. Ultron was my fault."

"Why didn't my father help?" asked Toruun.

"Ya, or mine?" continued Griffin.

"Thor left the Avengers when his father, Oden, died. He said Asgard was his responsibility from then on, not Earth. As for Johnny... Well I'm not sure. There were many groups trying to keep order in the world at that time, and we tried to stay out of each others way. Ultron destroyed most of them, the Fantastic Four, the X-Men, the Outsiders, and many others. Those that survived his purge either went into hiding amongst the regular humans, escaped into Europe and Asia, or traveled to Wakanda to help out on the front lines. If I had to guess, he probably went to Asia after Europe fell. If you want him, I bet he's there. But I haven't been able to find anything official about him, just like-" he suddenly went quiet, like he felt he had said too much.

"Just like... What?" Asked Griffin. They all stared intently at him until he sighed.

"Just like Logan," he replied. Laura's eyes went wide. "Rumor has it that he had escaped and taken refuge in the Canadian wilderness, but I haven't seen anything concrete yet. I've made contact with Ororo in Wakanda but she says if he's there, she doesn't know it. He's simply vanished! But, knowing him, he's alive."

Laura turned away, trying to hide her tears. She was suddenly presented with the prospect that her father was alive, but at the same time she half-hoped he wasn't. If he was, that meant that he hadn't bothered to care for her almost her entire life. She suddenly felt a hand squeeze hers. She glanced up and saw Hawkeye give her a reassuring smile.

"A few months after we crashed, Vision found us," continued Tony, trying to get back on topic. "He survived by staying intangible. He became my eyes and ears in the real world. We kept track of Ultron's capabilities and movements, trying to find a way to defeat him. But I couldn't bear the thought of losing you, so I kept you hidden, and I kept the truth from you. Until Vision told me you were alive, I thought we were the only Avengers I knew for sure had survived the attack. I didn't know your father escaped."

"You weren't the only ones, Tony," said a voice from the shadows. They all turned to see the old woman who had told them where Tony was being held.

"Betty!" Exclaimed the old man.

"The Hulk survived too," she said.

"What's a... Hulk?" Asked Pym.

"The Hulk is a monster," replied Hawkeye. "That's what my dad said. He used to tell me stories. He said the Hulk was the strongest one was!"

"Sounds... Exciting," commented Laura.

"What, like a monster, monster?" Asked Azari. "With fangs and stuff?" Gwen gave a shiver at the thought.

"Francis is right," said Tony. "The Hulk was a monster, a creature of pure rage."

James narrowed his eyes in thought. "Is the Hulk strong enough to defeat Ultron?" He wondered aloud.

"He won't help you, James," replied Betty. "He's too scared."

"He's hidden from Ultron all these years too... Where?" asked Tony.

"Where he always goes! The desert," she replied.

The old man thought for a moment before moving toward Hawkeye. "Can you help us get out of the city?" he asked.

"Ya right!" Replied the boy angrily. " Help the guy who created Ultron, who got my dad killed! What do you think my father would have done, Stark?!"

"Clint? He would have punched me in the face! Then he would have helped me."

The boy seemed shocked. "Wow. You really knew my dad."

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They stood in a small sewer, staring at a de-powered drone.

"We've had it for a couple of years," Explained Hawkeye. "But the minute you fire it up, Ultron will know. He's-"

"He's wired in, I know!" Interrupted Tony. "But I know how to wire him out."

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They gathered in they cockpit, the Scavengers leaving to begin a distraction to help them escape.

"We're really leaving then?" Asked Griffin. She seemed unusually pale and frightened. At their nods, she backed out of the room, fear in her eyes. Maya and Pym followed her. They found her in a corner, crying and shivering.

"What's wrong!?" Asked Pym as he ran over to her.

"She gets panic attacks, sometimes," replied a voice. He turned as saw Hawkeye approaching, as he'd seen them leave. "We can calm her down."

However the boy ignored him, instead choosing to turn towards her. "Hey look at me," he said, forcing her to look into his eyes. "I'm right here, I promise. I'm right here." Slowly, her began to stop shivering and allowed herself to be pulled into his arms.

Hawkeye loosed a small smile before backing out of the room. Through the walls, he could hear the explosions throughout the city that said the Scavengers had begun their distraction.

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Pym was sleeping, one arm on Vision's head, the other around Griffin and Maya, who lay nestled in her lap. As he drooled on the android, she did the same on him, and the dog on her. Azari and Gwen were similarly sleeping nearby, wrapped in each others arms.

In the next room over, Tony was working quietly while he spoke to Betty. "You did a good job with them, Tony," she told him.

"I should have done better," Was his only reply.

"Oh, you're being too hard on yourself!"

Nearby, Toruun and Laura stared out the window in a companionable silence, simply watching the landscape pass by.

Similarly, Hawkeye stared out a window in yet another room. He glanced backward as he heard the approaching footsteps of James. "Everything ok?" Asked the redhead.

"Ya..." He replied. "It's, ya... It's just, I've never been outside the city before. It's really big out here!"

"That's how we felt when we went INSIDE the city!" Said James. He paused, thinking about something. Finally he turned back to the white haired boy. "Why'd you come back for us at the Citadel, after everything you said?"

"The Scavengers look up to me. They rely on me! And it's only a matter of time until Ultron wipes out every single one of them. So if you guys have even the slightest shot at taking down Ultron, I've gotta try! Otherwise, what's the point?" They paused to let that sink in. "Besides, anything to impress a girls, right?"

"Girl? Wait, you mean Toruun? Dude she's like my sister!"

"No, I meant Laura! But getting all defensive like that... It almost sounds like you were jealous!"

"Shut up!" Replied the redhead with a glare that would have frightened even Laura.


	13. Chapter 12

A/N:sorry I look so long but I was grounded so I couldn't get on! I'd offer my soul as recompense but I sold it for a bowl of ice cream! Sorry!

chapter 12: "Mommy, mommy, there's a crazy man in that cave!"

Deep in the desert was a cave, built into a cliff side, offering a view of the world for miles around. In the cave lived a man named Bruce Banner. He wore a pair of old jeans and a white long sleeved shirt with an orange vest over it top. He has shoulder length grey hair and a matching goatee.

In the cave, Banner kept an abundance of bushes and shrubbery, along with a water fountain, incense, and various other calming methods. Banner was managing one of his Bonsai trees, clipping off a minuscule piece of overgrowth. Once he was satisfied that his tree was perfect, he began to meditate.

"Bruce!" Called a voice, breaking his concentration. He swung around to see a familiar face surrounded by children, each resembling old friends.

"Oh, come on!" Yelled the annoying looking one in yellow. "That's the Hulk? The big, scary monster? I could beat him up!"

"And that's saying a lot, coming from the Pipsqueak," said an intimidating girl with dark hair.

"No, no, no, no, no!" Yelled Banner. "Get out! Get outta here! Please, for your own sakes you have to get away from me!"

"Nuts, anyone?" Said Hawkeye sarcastically.

"Just almonds," replied Griffin, extending a hand and causing the others to snicker.

"Bruce!" Said Tony pleadingly. "It's me! It's-"

"Get outta here, Stark!" Interrupted Banner. He was practically hyperventilating when he heard a voice that he never dared to hope he'd here again.

"Bruce," whispered Betty, her words echoing through the cave. She stepped out from behind Tony and began walking towards him. "It's ok, breathe."

"Betty?" He whispered breathlessly.

"Well, he's sort of scary," muttered Pym. "I guess."

"Shut up, Pym," said Azari and Gwen together.

"Shhhh," continued Betty, ignoring them. "It's ok, breathe. Let it go. We don't want you to get angry."

"What happens when he gets angry?" Asked James quietly.

"Anger makes the Hulk come out," replied Tony.

"Hmmmm, interesting," commented Laura with a chilling smile.

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After Bruce had calmed down, they had put on a pot of tea, and now they gathered around the fire. "You can't be here," explained Banner. "It's too dangerous! The Hulk is too dangerous!"

"It's ok Bruce," explained Tony. "We just had to get out of the city."

"Can the Hulk defeat Ultron?" Asked James suddenly.

"James!" Exclaimed Tony.

"You should at least be subtle about it!" Commented Gwen with a glare.

"The Hulk doesn't care about Ultron, Boy!" Replied Banner angrily. "He just wants to be left alone! You're all in danger! I have to stay here, I have to keep the Hulk inside! When the Hulk comes out, bad things happen. The Hulk won't help you, and neither will I."

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Azari pressed his figure against the wall, creating sparks are he went. Gwen wandered along behind him, lost in her own thoughts. As they stepped out of the cave, they were blinded by the sunlight. When they could see, they saw Toruun sitting off to the side with her legs dangling off the cliff, Laura beside her. At the entrance, Hawkeye leaned against a rock fetching arrows. Above him, Pym and Griffin sat on the rock, leaning against each other.

"So where do you think we'll go now?" Asked Azari. "Tony wants us to hide but..."

"He's right," said Toruun quietly causing everyone to turn to her. "We have to run, we have to hide! We can't beat Ultron!"

"Yes we can!" Called a voice from above them. They all looked up to see James sliding down the cliff towards them. "And we have to! We can't hide anymore Toruun! If we don't stand up to Ultron, who will? If we don't protect people like the Scavengers, who will? We have to make a stand. The longer we wait, the more powerful Ultron becomes. He'll never stop hunting us, he'll never stop coming after Tony. We have to stop him!"

With that, he leapt down towards them. "We owe it to our parents," he continued. "We're all that's left of their legacy. The Hulk is the strongest one there is, right? Well if the Hulk won't go to Ultron, then we'll bring Ultron to the Hulk. Ok, Hawkeye said that Ultron is wired into every one of his machines. If we power up the ship so Ultron can sense it, he'll come running."

"I think that's the most words you've ever said in a row," commented Pym, totally missing the point as usual.

"Ok," said Hawkeye, "remember when I called Bruce nuts? You got him beat."

"I know we can do this!" said James confidently, trying to get them to believe him. "We can do it together!"

"No, I can't!" Screamed Toruun as she leapt inches from his face. She turned and launched into the cave, leaving them behind. James stared after her, wanting to go after her, but knowing how important the task at hand was.

"She'll be ok," he said, as much to himself as to them. "She just needs time. Are you in?" He asked with a grin. He was met with only agreement

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They gathered inside the ship. Azari clutched a pair of cables, waiting for the signal to power it up. "He hope you're right about this," he said nervously.

"That makes two of us," replied James. With that, the Wakandan gripped the cables and sent electricity through it, starting the engines of the ship, causing it to hover a few feet off the ground.

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Ultron stared at a screen depicting the hovering ship, along with the children. Silently, his eyes glowed. Outside the Citadel, the Iron Avengers activated and took to the sky.

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"No!" cried Tony as he ran towards the ship. He watched as the children climbed free of the ship and stood outside. "James, what have you done?!"

"What our parents would have," he replied. With a blink, Tony was forced to agree. "Now, who wants to go tell the Hulk?" Asked the redhead, suddenly fearful.

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"You did what?!" Shouted Banner as he slammed James against the wall.

"Bruce, stop!" Called Tony as he tried to force them apart.

"Should we, you know, do something?" Asked Azari, making no move to help.

"Dude, it was his plan," replied Hawkeye.

"Five bucks says James gets the crap beat out of him," said Laura as she watched them with amusement. Griffin wordlessly extended her hand.


	14. Chapter 13

Chapter 13: plans always fail but let's make one anyways

Toruun stepped out onto the cliff. She was surrounded by hundreds of massive rocks, carving a beautiful landscape.

However, her gaze was drawn towards the sky. Wind blew across the open land, echoing in her ears. She stopped walking and fell to her knees with a sigh, all the strength leaving her body. She stared up at the sky pleadingly.

"Father, please!" She said. "Help us! I'm scared! Scared for my brothers and sisters, for Tony, for Hawkeye and Griffin! They need me! If you ever cared for me, please help me now! Help me save my family! I'm begging you, lend me your strength!"

He words echoed in the silence that followed, until she couldn't bare to look up and hold back her tears.

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Several machines gathered in the plaza, standing around a massive crater that had be formed during the battle earlier. There, in the very center, a sword was suck in the ground like some kind of monument.

A robot extended a claw to try and lift it. It strained to pull, activating its jets to add power, but no matter how hard it tried, the weapon didn't move.

Suddenly, it began to move on its own, shaking lightly. It lifted into the air, slashing off the arm of the robot that gripped it, along with one that stood nearby. It flew into the air, tearing through one more before flying off into the distance.

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Toruun wept, overcome by a sense of hopelessness. A strange sound reached her ears, almost like something moving extremely fast, followed by a CRACK from in front of her. She blinked and looked up. There, directly in front of her, was a familiar weapon.

Her sword stood like a sentinel before her, as though called by magic. And that was worth more than simple words.

She smiled and tears leaked out of her eyes. "Thank you father. Thank you."

Her words met silence, but she knew they were heard.

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Rain began falling, soaking the battleground soon to come. Inside the cave, the last hope of humanity prepared for battle... by eating chocolate chip cookies. Well, Laura was, seeing as she was always ready for battle. All she had to do was stretch, and after that she waited for the others.

"The Iron Avengers are tough, but not invincible," explained Tony as they all prepared. "Go for exposed joints. Try to surprise them, trip up their programming. Don't get locked down to one opposite, except for Gwen and Laura. You guys have specific targets. I programmed Iron Wolverine and Iron Spider-Man with special upgrades. They, along with Iron Cap, are a class ahead of the others. They all have their special things, like Iron Thor's ability to generate electricity or Iron Hawkeye's long-distance attack system, but those two are very dangerous. Iron Wolverine has a nanite system that automatically repairs itself. I programmed Ultron with a prototype, but it was too slow. The nanites repair almost instantaneously. They were designed so that it could fight forever without worrying about defense, but they have a weak point. Just below the neck it a control unit, take that out and it can't repair. The body is made out of steel, but the claws and the protective sphere around the control unit are adamantium. At the top it's titanium, made specifically for this situation. Laura, you have to stab that point and take out the control unit.

She bared her tear in a wicked grin.

"Gwen, you have to stall Iron Spider-Man. He was programmed with a short-distance radar called the Spider-Sense. It makes the machine totally aware of everything within a 15-yard radius. The robot was built to stall for time. Use your Spider-Sense to keep it locked down. When it comes down to it, yours is far more effective. Do that, and we'll win this thing. Any questions?"

"Just one," said Gwen. She continued when he nodded. "Just how powerful are these things?"

He sighed. "I programmed them with every combat skill ever seen by the originals. If they were seen on tape doing something, their Iron form can do it. Of course, the originals could do it much better. Machines can only get so far, trust me."

"I got one," said Laura. "You said Iron Captain America was in those three. What makes it so special?"

"I spent the most time on it. That one is probably the most dangerous one, save Ultron. James should be the only one to take it on. He has outstanding combat skills, and his reflexes and power are a class ahead of the others, though they're no Spider-Sense. Plus the Scavengers destroyed the steel one I made, so I have no doubt that he'll have the Shield."

"What's so special about a shield?" Asked the young mutant.

"That shield is one of the deadliest weapons made by man, at least in the hands of the Cap. One thing all the Avengers agreed on was that despite our differences, at the end of the day, we respected that man carrying that shield more than any other."

No one saw Bruce in the background. He silently stared into the dark, a pained expression on his face. He knew that was true. Even the Hulk respected him.

"We've planning to fight the Iron Avengers, but what about Ultron?" Asked Pym.

"Ultron is a different story," replied the old man.

"This plan seemed a lot better when Toruun and the Hulk were involved," commented Azari. Griffin nodded agreement.

"Wether you know it or not, you've prepared for this day all your lives," replied the old man cryptically.

"Aye, we did!" Called a voice loudly. They all turned to see Toruun standing there, somehow holding the sword she lost in Ultra City, with all her confidence returned. "And today we meet our destinies!"

"She means that in a good way, right?" Asked Hawkeye.

"Probably better if we don't know," replied Azari.

"In that case, don't tell me," said Griffin.

Toruun sheathed her sword on the back and stepped forward to grab James's hand, feeling the familiar sense of ease and happiness in doing so.

"Welcome back," said the redhead.

"You know I wouldn't miss a fight," she replied with a smirk.

"Verily," he said, grinning. Hawkeye, Laura, Azari, and Gwen all exchanged knowing looks.

Suddenly, the cave shook, knocking them all to the ground. They gasped and glanced at each other before James lead the way outside.


	15. Chapter 14

A/N:... Saying I'm sorry for taking so long won't help, will it?... Nor will any excuses?... Cause I am... And I have a lot of them... Please don't take it out on my story!... Or me... Please...

Chapter 14: "It's the Ultimate Showdown, of Ultimate Destiny!"

Iron Giant Man slowly stood, staring down at the children on the cliff. James, Toruun, Azari, and Pym, being the only ones to exit the cave at that point, stared back. It raised its fist and slammed it against the rock, knocking them screaming off the side and into the air.

"Toruun!" Screamed James. The yell seemed to come from two meanings. The first one being the rational leader in him, telling her to use her flight to save them. The other came from the boy who was worried she would be hurt.

Fortunately, she heard the first cry. As Pym shifted into his Pixie morph, the Asguardian launched out and grasped Azari by the hand before turning and gripping James. The only sign she had understood the hidden massage was a sight smile. It was barely noticeable, but it was a smile all the same.

As Pym fired his stingers at the Iron Giant to distract it, Toruun set her charges down, and the trio turned to the other Iron Avengers as they arrived. They didn't even acknowledge the fact that Gwen and Laura had somehow appeared beside them.

"Here the come!" Shouted Azari. He half expected Laura to make a sarcastic comment, but none came. She was entirely focused on the enemies in front of her. It was a sign of how serious the situation was.

"Get behind me!" Ordered James as he put up his shield. His eyes narrowed as Iron Black Widow and Iron Black Panther rushed towards them. No one bothered to notice that the rain had stopped.

Iron Widow's hands flipped around to reveal a pair of pistols which it proceeded to fire at them. The group all took cover behind James's shield. That is, until Azari glanced up to see Iron Panther descending on him from above, and knocking him to the ground.

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Toruun watched as Iron Thor flew up into the air, forming thunderclouds with its hammer before she launched herself after it.

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Gwen felt her Spider-Sense begin to tingle, and rolled just as a glob of web-solution soared over her head. She turned to see Iron Spiderman leaping towards her. She quickly kicked up and rushed to meet it.

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Laura prepared to jump into the fray when she felt a sharp pain in her back. She looked down to see three claws poking through her shirt, blood pooling around them. On reflex, she swung around and slashed the offending arm off and tossed it on the ground, her wounds already healing.

She watched a one armed Iron Wolverine leap backwards. Suddenly, what looked like a thin cloud, about as thick as the cloud that comes off a cube of dry ice emerged from the wound. The cloud drifted towards the severed arm. The arm quivered before flying straight through the air and reconnecting! In seconds, the metal had melded back together, leaving no trace that there had been a wound at all. Tony had said it didn't heal as fast as the original, but it was definitely the next best thing.

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James took a second to glance at the others, and heard a noise behind him. He ducked as a shield passed over his head. He spun around to see Iron Captain America rushing towards him, only to be stopped by an arrow the landed in front of its foot. Three more slammed into its chest, exploding and knocking it to the ground.

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The Iron Archer followed the direction of the arrows and saw Hawkeye cable riding towards them all. He dropped onto a rock, preparing to provide cover fire for James, who was battling Iron Widow, when the rock he landed on exploded! He rolled, simultaneously firing an arrow which slammed into the Iron Archer's hand and exploding. The machine stood and inspected its hand, which was now a smoking mass of blackened metal, and its bow obliterated.

"Yes!" Shouted Hawkeye victoriously. His excitement was short-lived, however, as it extended its other arm, revealing a spare bow. "Aw, come on!" He complained before jumping out of the way of another barrage of arrows.

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Iron Giant Man looked down and saw Tony standing, fiddling with some piece of machinery. Griffin stood beside him, her gaze locked on the battles below, wanting to join in, but knowing it would leave the old man undefended. She was so focused on the fighting, she didn't notice the fist slamming into the cliff until it was too late. She stumbled and watched in horror as the old man fell through the air.

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James rolled backwards as Iron Widow leaped at him. He caught her with his feet and kicked her through a rock.

"Tony!" he heard Toruun shout. He spun around and saw the old man falling and reacted instinctively. He jump and felt his feet connect with Iron Cap's shield, and let it propel him through the air. As he neared the cliff, he activated his own shield, using it to slide across the cliff side, grabbing Tony as he went.

As he slid to a stop, Pym and Griffin raced towards him. "James, is he ok?!" Asked Pym worriedly. James reached out and held him in his hand. "What are we gonna do?" Asked the little boy.

"Pym, don't be scared!" Replied the redhead. "You can do this," he added, pointing towards the giant robot who continued to strike the cliff. Griffin gave a smile and a thumbs up for encouragement. "Griffin, get Tony somewhere safe!" She nodded, and reached for the old man.

Pym flew up towards the giant. As he went, he could feel himself beginning to grow... And grow... And grow! He grew until he was almost the size of the robot, which he kicked away from him.

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Inside the cave, Betty and Bruce could feel the shaking of the battle being waged outside. The battle for the fate of the world, with the strongest warrior cowering in the corner. Betty turned to the old hermit. "Are you really going to just let them die out there, Bruce?!" She asked with a quiver in her voice.

He didn't answer.

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Pym watched as the robot stood back up. Even with his new size, the Iron Avenger still towered over the young hero. The boy turned back the James uncertainly. "Now what?" He asked.

"Just hit him, Pym!" James replied. The younger boy complied, delivering a left uppercut to the robot's face.

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Iron Panther dodged all the lightning blasts that Azari threw at it. Finally, the boy whipped his belt off and snapped it into its place as his staff and ran lightning through it. He flashed forward and began delivering a series of blows to the machine, before tossing it through the air and back onto the ground.

He grinned and leaned on him staff. "Sorry robot," he said cockily. "I guess I'm just too fast!"

As if in response, the machine got onto all fours and shifted. Its body parts transformed until it took on the shape of a growling panther, claws and all. It prowled around the now serious Azari, looking for an opening.

"Nice kitty," said the boy warily.

It launched itself at him.

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Lightning flashed across the sky, illuminating the battle taking place in the air. Hammer and sword slammed against each other in an epic battle. Toruun pushed the hammer out of her way and tried to slice through the robot's head, but failed. It reached out and grabbed her, throwing her towards the ground and knocking her sword from her hand.

Just before she hit the ground, she froze, levitating in midair. Reaching out a hand, her sword flew into it.

She launched back into the sky, ready to resume her fight.

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Gwen and the Iron Spider jump around each other like acrobats in an complicated show. Both firing web after web, unable to hit the other. Every time they tried the other would simply dodge. The only difference was, she could tire out.

Just as hopelessness began to settle in, a miracle happened.

It didn't dodge.

Well, not immediately at least. It seemed to not register the web until it moved, almost missing its chance to dodge.

That's when she noticed something. Right about its right hip, there was a wound. A part in the back of her mind remembered the wound Laura managed to make back in Ultra City. The blow seemed to have disconnected the sensors in that spot.

An idea formed in her head.

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Laura had died at least thirty times now.

At least, she would have if she hadn't been immortal. She and Iron Wolverine simply fought and fought and fought. It was starting to get annoying, really.

She spun around, dodging a blow to the face and tearing open a part of the robots chest in the process. By the time she had turned to admire her handy work, it was mostly healed. She rolled her eyes.

"Man this is gettin' old!" She complained. She jumped back to avoid another attack. The robot didn't seem to share her sentiments.

She growled and punched it in the face, denting the metal. It began healing. She rolled her eyes. Process repeated. And repeated. And repeated.

Until...

It hit her foot.

It was a clean cut, and she never even saw it coming. It had faked a left hook, while it dropped down straight onto her right foot, before jumping back.

She stared at her foot in shock. She was standing in a mud pool that was already turning red. She didn't seem all that concerned with her foot, however. More like her boot. Her boot that was worn and muddy and covered in dirt, with three new holes in it.

She looked back at the robot with a looked of utter rage and fury.

"Three," she said in an icy voice. "That's how many mementos of my dad I have. My powers, his old motorcycle jacket which I have in the ship for safe keeping, and his old boots. The boots that you just put three holes in! You're gonna pay for that, bub!"

With that, she charged at it.

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James clashed with the Iron Cap. They matched each other blow for blow. Finally, James tossed his shield and it smashed into the cliffs above the machine. It had just enough time to look up before it was slammed into by an avalanche, losing its hold on the shield. It landed with a clatter beside the boy.

James had little time to relax. He looked up to see Iron Widow looking down at him. It extended its arms out to either side and flicked them. A second set of arms appeared. Another flick, and all four hands shifted into guns.

It jump down, firing a volley of bullets at him. One was lucky enough to destroy his gauntlet, leaving him defenseless.

Almost.

He back flipped, grabbing the star shield as he went. With one throw, he severed three of the machines four arms. As it came back, he gripped it and slammed into it. He had to admit, even though the gauntlet had been made specifically for him, the shield just felt... right in his hands.

As he knocked the robot to the ground, a small smile graced his lips.

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Pym dodged a blow from the giant before placing both fists under its chin and firing his stingers. They went off like cannons. James barely got out of the way in time before it came crashing down to the ground.

Pym stepped forward to view the detestation her caused. He approached just in time to see a hoard of giants Wasps fly out of the giants mouth at begin to attack him.

"Ah, robot moths!" He screamed, trying to swat them down.

James looked up and threw his shield, destroying one of the boy's assailants before moving towards his friend.

"James!" Said Pym, seeking direction.

"Pym, get to the Hulk!" He replied. "Tony said anger brings him out, so make him angry!"

"Ah, what? Ow, knock it off! Angry, how?"

"I don't know, insult him! Make fun of his pants!" The redhead turned at the sound of rubble being moved. He swung around to see Iron Cap forcing its way out of the rocks. Recognizing his need to rejoin the fray, James leapt oTV the cliff towards it.

Pym ran away from the army of robot Wasps and began shrinking into his mini morph. The Wasps flew at each other, fighting to get the honor of crushing the boy themselves.

None of them noticed the form flying towards the cave entrance.

End of chapter

A/N: again, I'm sorry it took so long!


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